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200303272
<br />FOURTH: For the purpose of securing payment and performance of the obligations under the
<br />Lease Funding Agreement and the Note, ACL, among other things, has granted to
<br />AGCAPCO security interests in, among other things, the Americold Assignment
<br />of Warehouse Agreement, the Facility Lease and the Warehouse Agreement
<br />pursuant to a Security Agreement dated as of February 1, 1996 (the "Security
<br />Agreement ") and has conveyed, among other things, its interests in the Facility
<br />Lease pursuant to a Deed of Trust dated as of February 1, 1996, under which
<br />AGCAPCO is the beneficiary recorded on February 16, 1996, in the Register of
<br />Deeds Office, County of Hall, Nebraska, as Document No. 96- 101144, as
<br />amended by that certain First Amendment to Deed of Trust dated as of January
<br />16, 2003 (the "Deed of Trust ").
<br />FIFTH: Pursuant to that certain Note Purchase Agreement dated as of March 6, 2003,
<br />ACCAPCO has sold its interest in the Note and assigned to MetLife its interests
<br />in all ancillary documents relating to the Lease Funding Agreement, including,
<br />without limitation, the Security Agreement and Deed of Trust.
<br />NOW, THEREFORE, in consideration of the premises and other good and valuable
<br />consideration, the receipt and adequacy of which are hereby acknowledged, ACL, AGCAPCO
<br />and MetLife agree as follows:
<br />1. For the purpose of securing payment and performance of the obligations under the Lease
<br />Funding Agreement and the Note, ACL hereby assigns to MetLife all of ACL's right title and
<br />interest in, to and under: (i) the Facility Lease, (ii) the Warehouse Agreement, (iii) the Americold
<br />Assignment of Warehouse Agreement, (iv) any and all proceeds, rents, profits, income, monies
<br />and benefits arising from or by virtue of, and all amounts (cash or otherwise) payable with
<br />respect to, all or any interests or rights of ACL in or under the Facility Lease, the Warehouse
<br />Agreement or the Americold Assignment of Warehouse Agreement and AGCAPCO hereby
<br />releases any interest it may have under any of the foregoing.
<br />2. This Assignment is not, and is not intended by the parties hereto, to be in place of, in lieu
<br />of or a substitution for either the Deed of Trust or the Security Agreement.
<br />3. Upon the occurrence of an Event of Default, as that term is defined in the Lease Funding
<br />Agreement, the Security Agreement or the Deed of Trust, in addition to any and all other rights
<br />and remedies which MetLife may then have hereunder or under applicable law, MetLife, at its
<br />option and in its sole discretion, without any further notice or demand to or upon ACL, may
<br />exercise any one or more of the rights and remedies set forth in the Deed of Trust, the Security
<br />Agreement or the Lease Funding Agreement, which rights and remedies are cumulative and are
<br />in addition to and not exclusive of any rights or remedies provided by law.
<br />4. Hereafter ACL agrees to do, or cause to be done, all such further acts, and to execute and
<br />deliver, or cause to be executed and delivered, all such further assignments, powers of attorney
<br />and assurances, as MetLife shall reasonably require. This Assignment shall be recorded in the
<br />Office of the Register of Deeds, Hall County, Nebraska.
<br />9343257.05
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